Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 5715
June 5, 2024
(Date of commencement of measures for electronic provision: May 31, 2024)
To our shareholders:Minoru Nakatogawa
President & Representative Director
Furukawa Co., Ltd.
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo
Notice of the 157th Annual Shareholders’ Meeting
The 157th Annual Shareholders’ Meeting of Furukawa Co., Ltd. (the “Company”) will be held as indicated below.
In convening this Annual Shareholders’ Meeting, the Company takes measures for electronic provision, and posts
this on each of the following websites as “Notice of the 157th Annual Shareholders’ Meeting.”
The Company’s website (in Japanese): https://www.furukawakk.co.jp/ir/stock/meeting_info.html
The following website is also available.
Tokyo Stock Exchange (TSE) website (in Japanese):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Access the TSE website by using the Internet address shown above, enter “Furukawa” in “Issue name (company
name)” or the Company’s securities code “5715” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.”
If you do not attend the Meeting, we kindly request that you exercise your voting rights after reviewing theReference Documents for Shareholders’ Meeting, either by returning the enclosed voting form indicating approvalor disapproval or by electronic means (via the Internet, etc.) to reach us no later than 5:00 p.m. on Wednesday,June 26, 2024 (JST).
1. Date and Time:
2. Venue:

Thursday, June 27, 2024, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
11th floor, Company’s Conference Room, Tokiwabashi Tower
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and the results of audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board for the 157th fiscal year (from
April 1, 2023 to March 31, 2024)
2. The Non-Consolidated Financial Statements for the 157th fiscal year (from April 1, 2023 to March 31,
2024)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of Nine (9) Directors

Proposal No. 3

Election of Two (2) Audit & Supervisory Board Members

Proposal No. 4

Determination of Remuneration for Granting Restricted Shares to Directors(Excluding Outside Directors)-1-

Notice• In accordance with the provision of laws and regulations, and Article 14 of the Articles of Incorporation, ofmatters for which measures for electronic provision are to be taken, those listed below shall not be stated in the
documents delivered to shareholders.

1.

“Systems to ensure appropriateness of operations” and “Overview of the status of the systems
to ensure appropriateness of operations” in the Business Report
2. “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Financial
Statements”
3. “Non-consolidated Statement of Changes in Net Assets” and “Notes to Non-consolidated
Financial Statements”
The matters are part of the documents included in the scope of audits by the Audit & Supervisory Board
Members and the Accounting Auditors when they create their respective audit reports.
• If revisions to the matters subject to measures for electronic provision arise, the details of the revisions will be
posted on the following Company’s website and the Tokyo Stock Exchange (TSE) website.
The Company’s website (in Japanese): https://www.furukawakk.co.jp/ir/stock/meeting_info.html
English language site is also available at the following address.
https://www.furukawakk.co.jp/en/ir/stock/meeting_info.html
TSE website (in Japanese)
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Information about questions in advance
The Company accepts questions related to the matters to be reported and matters to be resolved at thisShareholders’ Meeting in advance.
Please access the submission form from the URL below and enter the required information.
https://www.furukawakk.co.jp/furukawakk-sokai/
Deadline for entry: Friday, June 14, 2024
• Your shareholder number will be required. Please check it on your voting form.
• The Company plans to answer questions expected to be of significant interest to shareholders at the
Shareholders’ Meeting.
• Please note that the Company is unable to provide answers to individual questions.

-2-How to Exercise Voting Rights:
1. If you attend the Meeting
Date and Time of the Meeting: Thursday, June 27, 2024, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)• Please submit the voting form to the receptionist at the venue. (Seals are not required.)• If you exercise your voting rights by proxy, you can delegate your voting rights to one (1) proxy who is ashareholder of the Company with voting rights. In such case, please have the proxy submit a document
evidencing the authority of proxy to the receptionist at the venue.
2. If you do not attend the Meeting• If you wish to exercise your voting rights by mail:Voting deadline: Please ensure that it reaches us by 5:00 p.m. on June 26, 2024 (Wednesday).
Please indicate approval or disapproval on the enclosed voting form, and post it without affixing a stamp.
If you do not indicate for or against each of the items on the Voting Rights Exercise Form in exercising
your voting rights in writing, the Company will deem that you indicated your approval for the proposal.
• If you wish to exercise your voting rights via the Internet:
Voting deadline: Please ensure that you exercise your voting rights by 5:00 p.m. on June 26, 2024
(Wednesday).
Please access the voting website from your PC or smartphone, enter the voting code and password indicatedon the enclosed voting form, and then follow the instructions on the screen for indicating approval ordisapproval.
https://www.web54.net
If your vote is cast both in writing and via the Internet, etc., the one via the Internet, etc. shall be deemedas the valid execution of your voting right. If you have cast your vote multiple times via the Internet, etc.,
the final vote cast shall prevail.
3. Electronic voting platform
Shareholders who have an account with a trust bank, etc. (include standing proxies) may use, in addition
to voting via the Internet, the electronic voting platform operated by ICJ, Inc. to exercise voting rights at
the Shareholders’ Meeting by applying in advance to use the platform.

-3-

[Reference] Key Points of the Proposals
Proposal No. 1
Appropriation of Surplus
The Company proposes the year-end dividends of ¥55.00 per share.
Proposal No. 2
Election of Nine (9) Directors
The Company proposes the election of following nine (9) Directors.
Candidate
No.

Name

GenderPosition in the Company

1

Reelection

Naohisa Miyakawa

Male

Chairperson & Representative Director

2

Reelection

Minoru Nakatogawa

MalePresident & Representative Director

3

Reelection

Masahiro Ogino

Male

Director, Deputy President & Executive Officer

4

Reelection

Hiroyuki Sakai

Male

Director and Managing Executive Officer

5

Reelection

Tatsuki Nazuka

Male

Director and Managing Executive Officer

6

Reelection

Koichiro Konno

Male

Director and Senior Executive Officer

7

Reelection

Yoichi Mukae

Male

OutsideIndependent

Director

8

Reelection

Kazumi Nishino

FemaleOutsideIndependent

Director

9

New election

Hiroaki Nakamura

Male

OutsideIndependent—

Proposal No. 3
Election of Two (2) Audit & Supervisory Board Members
The Company proposes the election of following two (2) Audit & Supervisory Board Members.
Candidate
No.

Name

GenderPosition in the Company
Audit & Supervisory Board Member (FullTime)1

Reelection

Kazuo Inoue

Male

2

New election

Ikuyo Yonemura

FemaleOutsideIndependent

Proposal No. 4—

Determination of Remuneration for Granting Restricted Shares to Directors(Excluding Outside Directors)
In order to give Directors of the Company (excluding Outside Directors) the incentives to sustainably enhance
the corporate value of the Company, and to promote the further sharing of value with shareholders, the Company
proposes the introduction of a restricted share remuneration plan in place of the share acquisition-type
remuneration that the Company has paid as a portion of fixed remuneration. In order to grant these restricted
shares, the Company will pay a total amount of up to ¥50 million per year (not including salary as an employee
for Directors serving concurrently as employees) in monetary remuneration claims, within the maximum amountof remuneration for Directors of the Company approved at the 150th Annual Shareholders’ Meeting held on June29, 2017, of up to ¥320 million per year (including up to ¥40 million for Outside Directors; not including salaryas an employee for Directors serving concurrently as employees).

-4-Reference Documents for Shareholders’ Meeting
Proposal No. 1

Appropriation of Surplus

The Company proposes the following appropriation of retained earnings.
Year-end dividends
The Company shall seek to distribute stable and sustainable profits to shareholders in principle, while putting
priority on investments to realize sustainable growth and medium- to long-term corporate value enhancement of
the Company.
Taking into account such factors as the Company’s business results for the current fiscal year and future businessdevelopment, the Company proposes to appropriate retained earnings in the form of year-end dividends for the157th fiscal year as follows.
1. Type of dividend property
Cash
2. Allotment of dividend property and their aggregate amount¥55.00 per common share of the Company
Total dividends: ¥2,045,441,090
3. Effective date of dividends of surplus
June 28, 2024

-5-

Proposal No. 2
Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Meeting. Therefore, we propose
the election of nine (9) Directors. Out of the nine (9) candidates for Directors, three (3) are Outside Directors,
each of whom satisfies “the requirements for the independence of Outside Directors / Outside Audit &Supervisory Board Members” as stipulated by the Company.
The candidates for Directors are as follows:(Notes) 1. If the above proposal is approved at this Meeting, the Company will appoint Naohisa Miyakawa as Chairperson &Representative Director and Minoru Nakatogawa as President & Representative Director of the Company at the Boardof Directors meeting scheduled after the conclusion of this Meeting.
2. Yoichi Mukae, Kazumi Nishino, and Hiroaki Nakamura are candidates for Outside Directors. The Company registered
Yoichi Mukae and Kazumi Nishino with the Tokyo Stock Exchange as Independent Directors / Auditors stipulated by
the Tokyo Stock Exchange. If the reelection of Yoichi Mukae and Kazumi Nishino is approved, the Company willcontinue the registration of them as Independent Directors. Moreover, Hiroaki Nakamura satisfies the requirements for
Independent Directors / Auditors as provided for by the Tokyo Stock Exchange. If the election of Hiroaki Nakamura isapproved, the Company will designate him as an Independent Director with such exchange.
3. The Company has entered into an agreement with Yoichi Mukae and Kazumi Nishino to limit their liability for damages
as specified in Article 423, paragraph 1 of the Companies Act in accordance with the provision of Article 427, paragraph
1 of the same law. The liability for damages based on the said agreement shall be limited to the higher of either five (5)million yen or the minimum liability amount prescribed by the applicable law. If the reelection of Yoichi Mukae andKazumi Nishino is approved, the Company plans to continue the said agreement with them. Moreover, if the election of
Hiroaki Nakamura is approved, the Company plans to enter into the same agreement with him.
4. The Company has entered into directors and officers liability insurance with an insurance firm based on the provisions ofArticle 430-3, paragraph 1 of the Companies Act. In case that a shareholder or a third party demands compensation fordamage, the Company will use this insurance to cover the damage, such as compensation for damage, litigation costs andother expenses that the insured may be liable for (however, excluding damage, etc. resulting from criminal or intentional
non-compliant acts). In the event that each candidate is elected and assumes the office of Director, they will become theinsured of this insurance policy. The Company plans to renew the insurance with the same terms and conditions when thetime of renewal comes.

-6-Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975
June 2003
Mar. 2005
June 2007

Naohisa Miyakawa(March 25, 1952)(72 years old)

June 2009

June 2011

Reelection
June 2013
June 2021
Nov. 2022

1

Joined the Company
General Manager, Human Resources Department
General Manager, Human Resources & General
Affairs Department
Executive Officer, General Manager, Human
Resources & General Affairs Department, andGeneral Manager, Secretary Department
Executive Officer of the Company
President & Representative Director of Furukawa
Denshi Co., Ltd.
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
Denshi Co., Ltd.
President & Representative Director
Chairperson & Representative Director (current
position)
Representative Director of Furukawa Ichibei
Commemorative Center, General Incorporated
Association (current position)

Number of theCompany’s
shares owned

53,101 shares*As of March 31,2024

Responsibility in the Company
Significant concurrent positions outside the Company
Representative Director of Furukawa Ichibei Commemorative Center, General Incorporated Association
Tenure as Director: 13 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Serving as President & Representative Director of the Company for eight (8) years since June 2013, Naohisa
Miyakawa formulated the Vision for 2025 “FURUKAWA Power & Passion 150” and promoted management
reforms, thereby demonstrating strong leadership. After taking office as Chairperson & Representative Directorof the Company, he is in charge of the management of the Company based on his extensive experience and insight,
etc. We propose his reelection as Director because we believe it is necessary to continue applying his experienceand knowledge to the management of the Company to enhance the corporate value and achieve sustainablegrowth.
Other special notes to candidate for Director● Naohisa Miyakawa is the Representative Director of Furukawa Ichibei Commemorative Center, General
Incorporated Association. The Company is a member of Furukawa Ichibei Commemorative Center, General
Incorporated Association, and contributes funds to it. In addition, the Company and Furukawa Ichibei
Commemorative Center, General Incorporated Association have a transactional relationship concerning landleasing.
● The described number of shares held by Naohisa Miyakawa includes shares he holds under the Company’s
Officer Stock Holding Association.

-7-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1983
June 2011
June 2016
Oct. 2016
June 2017

MinoruNakatogawa(August 21, 1959)(64 years old)

June 2018

June 2019
Reelection
June 2020

2

June 2021

Joined the Company
Director of Furukawa UNIC Corporation
Managing Director of Furukawa UNIC Corporation
General Manager in charge of HR Strategy, Human
Resources & General Affairs Department
Executive Officer of the Company
Executive Vice President & Director of Furukawa
UNIC Corporation (In charge of Promotion of Midterm Business Plan)
Executive Officer of the Company
President & Representative Director of Furukawa
UNIC Corporation
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
UNIC Corporation
Director and Managing Executive Officer of theCompany
President & Representative Director of Furukawa
UNIC Corporation
President & Representative Director (current
position)

Number of theCompany’s
shares owned

21,449 shares*As of March 31,2024

Responsibility in the Company
Management of overall operations
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 5 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Minoru Nakatogawa has many years of experience in legal affairs and public & investor relations work, andserved as President & Representative Director of Furukawa UNIC Corporation. After taking office as President& Representative Director of the Company in June 2021, he has demonstrated his leadership cultivated in the
management of Group Companies and led the management of the Company. We propose his reelection as Director
because we believe it is necessary to continue applying his extensive experience and leadership to the
management of the Company in order for the Company to realize the Vision for 2025 “FURUKAWA Power &Passion 150.”
Other special notes to candidate for Director● There is no special interest between Minoru Nakatogawa and the Company.
● The described number of shares held by Minoru Nakatogawa includes shares he holds under the Company’s
Officer Stock Holding Association.

-8-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1982
Mar. 2005
Jan. 2012
June 2013

Masahiro Ogino(September 4,
1958)(65 years old)

June 2015

June 2017
June 2019

Reelection

June 2021

June 2023

3

Joined the Company
Director of Furukawa Metals & Resources Co., Ltd.
General Manager, Financial Department
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Executive Officer of the Company
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Director, Senior Executive Officer, and General
Manager, Corporate Planning Department
Director, Managing Executive Officer, and General
Manager, Corporate Planning Department
Senior Managing Director and Senior Managing
Executive Officer of the Company
President & Representative Director of Furukawa
Rock Drill Co., Ltd.
Director, Deputy President & Executive Officer of
the Company (current position)

Number of theCompany’s
shares owned

19,829 shares*As of March 31,2024

Responsibility in the Company
Assistant to President, Industrial Machinery Segment, Rock Drill Machinery Segment, UNIC Machinery
Segment, Purchasing Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 7 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 15/16 (93%)
Reasons for nomination as candidate for Director
Masahiro Ogino has extensive experience and a track record in the Materials Business and was also involved in
the management strategy of the entire Group as General Manager of the Corporate Planning Department, thereby
contributing to strengthening the management structure. He has demonstrated his leadership cultivated in the
management of Group Companies and has led the Machinery Business, which the Company positions as its corebusiness, as a Director in charge. We propose his reelection as Director because we believe it is necessary tocontinue applying his extensive experience and execution capabilities to the management of the Company toenhance the corporate value and achieve sustainable growth.
Other special notes to candidate for Director● There is no special interest between Masahiro Ogino and the Company.
● The described number of shares held by Masahiro Ogino includes shares he holds under the Company’s Officer
Stock Holding Association.

-9-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1982
June 2011
June 2013
June 2015

Hiroyuki Sakai(January 14, 1960)(64 years old)
Reelection

June 2017
June 2019

June 2021
June 2022
June 2023

4

Joined the Company
Director of Furukawa Rock Drill Co., Ltd.
General Manager, Financial Department
General Manager, Accounting Department andGeneral Manager, Financial Department
Executive Officer and General Manager, Business
Process Re-engineering Department
Director and Senior Executive Officer, General
Manager, Business Process Re-engineering
Department
Director and Senior Executive Officer, General
Manager, Corporate Planning Department
Managing Director
Director and Managing Executive Officer (current
position)

Number of theCompany’s
shares owned

15,689 shares*As of March 31,2024

Responsibility in the Company
Metals Segment, Real Estate Business, Environmental & Safety Management Department, Human Resources &General Affairs Department, Legal Department, Information System Department, Internal Audit Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 5 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Hiroyuki Sakai has held important positions at the Company and the Group Company, possessing a wide rangeof experience and knowledge in the administrative field as well as in the finance and accounting field. He has a
track record of standardization of work, improvement of work efficiency, enhancement of productivity, and the
re-building of business processes in the Group as General Manager, Business Process Re-engineering
Department, and has also led the real estate business, thereby helping to improve a wide range of management
issues. We propose his reelection as Director because we believe it is necessary to continue applying his extensive
experience and knowledge to the management of the Company to enhance the corporate value and achievesustainable growth.
Other special notes to candidate for Director● There is no special interest between Hiroyuki Sakai and the Company.
● The described number of shares held by Hiroyuki Sakai includes shares he holds under the Company’s Officer
Stock Holding Association.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1981
June 2009
June 2015

June 2017

Oct. 2017
July 2018
Tatsuki Nazuka(May 10, 1958)(66 years old)
Reelection

Apr. 2019

June 2019

Apr. 2020
Oct. 2020
5
June 2022
June 2023

Joined the Company
Director of Furukawa Industrial Machinery Systems
Co., Ltd.
Executive Officer, Deputy General Manager,
Development Division, and General Manager,
Tsukuba Development Center
Executive Officer and General Manager,
Development Division, General Manager, Tsukuba
Development Center
Executive Officer and General Manager, Technology
Division
Executive Officer, General Manager, Technology
Division, and General Manager, Technological
Strategy Department
Executive Officer, General Manager, Technology
Division, General Manager, Technological Strategy
Department, and General Manager, N Project
Department
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, N Project Department
Director and Senior Executive Officer, General
Manager, Technology Division
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, Quality Assurance Management
Department
Director and Managing Executive Officer, General
Manager, Technology Division
Director and Managing Executive Officer (current
position)

Number of theCompany’s
shares owned

12,712 shares*As of March 31,2024

Responsibility in the Company
Electronics Segment, Chemicals Segment, Technology Division
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 5 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Tatsuki Nazuka has been working in the Technology Division for many years, possessing expert knowledge anda track record concerning engineering and development. He has promoted the improvement of technologicalstrategy and technological development in the Company and the Group Companies, and has led the Materials
Business as Director of the Company, thereby contributing to enhancing the corporate value. We propose hisreelection as Director because we believe it is necessary to continue applying his highly specialized knowledge
and experience to the management of the Company to enhance the corporate value and achieve sustainablegrowth.
Other special notes to candidate for Director● There is no special interest between Tatsuki Nazuka and the Company.
● The described number of shares held by Tatsuki Nazuka includes shares he holds under the Company’s Officer
Stock Holding Association.

- 11 -

Candidate
No.

Name
(Date of birth)

Koichiro Konno(January 13, 1963)(61 years old)
Reelection

6

Career summary and position and responsibility in the Company
Apr. 1985
June 2017
June 2021
June 2022
June 2023

Joined the Company
General Manager, Financial Department
Associate Officer, General Manager, Financial
Department
Associate Officer, General Manager, Corporate
Planning Department
Director and Senior Executive Officer, General
Manager, Corporate Planning Department (current
position)

Number of theCompany’s
shares owned

2,676 shares*As of March 31,2024

Responsibility in the Company
Corporate Planning Department, Sustainability Promotion Department, Accounting Department, Financial
Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 1 year (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 13/13 (100%)
Reasons for nomination as candidate for Director
Since joining the Company, Koichiro Konno has gained extensive knowledge and experience through serving in
Accounting and Financial Departments for many years. After assuming the post of General Manager of the
Corporate Planning Department in June 2022, he has been involved in management strategies of the Group as awhole, helping to strengthen management capacity. We propose his reelection as Director because we believe it
is necessary to continue applying his extensive experience and execution capabilities to the management of theCompany to promote the Group’s growth strategy and enhance the corporate value.
Other special notes to candidate for Director● There is no special interest between Koichiro Konno and the Company.
● The described number of shares held by Koichiro Konno includes shares he holds under the Company’s Officer
Stock Holding Association.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975
June 2004

Aug. 2006
Aug. 2008
June 2009
June 2013
Yoichi Mukae(August 9, 1951)(72 years old)
Reelection
OutsideIndependent

June 2015

June 2019

June 2020
7

June 2021

Mar. 2024

Joined Ministry of International Trade and Industry(current Ministry of Economy, Trade and Industry)
Director-General for Commerce and Distribution
Policy, Minister’s Secretariat of Ministry of
Economy, Trade and Industry (retired on July 2006)
Managing Director of The Shoko Chukin Bank, Ltd.
(retired on July 2008)
Advisor of The Kansai Electric Power Company,
Incorporated
Managing Director of The Kansai Electric Power
Company, Incorporated
Director, Managing Executive Officer of The Kansai
Electric Power Company, Incorporated (retired onJune 2015)
President & Representative Director of The Kanden
L&A Company, Limited
President & Representative Director of KANDEN
EL AUTO SYSTEM Co., Ltd.
President & Representative Director of The Kanden
L&A Company, Limited
President & Representative Director of KANDEN
EL AUTO SYSTEM Co., Ltd.
Director of the Company (current position)
Senior Adviser of The Kanden L&A Company,
LimitedPresident of GS1 Japan
Representative Director of Research Institute of
Economy, Trade and Industry
President of GS1 Japan
Representative Director of Research Institute of
Economy, Trade and Industry
President of GS1 Japan (current position)

Number of theCompany’s
shares owned

12,574 shares*As of March 31,
2024

Significant concurrent positions outside the Company
President of GS1 Japan
Tenure as Outside Director: 5 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reason for nomination as candidate for Outside Director and expected role
Yoichi Mukae has wide range of experience and knowledge after assuming a series of key positions in the
Ministry of Economy, Trade and Industry and after retiring from governmental offices, being involved in the
management of private companies. Additionally, he is a man of character and good judgement, and he has
provided useful advice on the management of the Company and appropriate supervision over business execution
from an objective perspective that is also independent from the management. Therefore, we propose his reelection
as Outside Director because we believe he will be able to continue providing useful advice on and appropriate
supervision over the management of the Company.
Other special notes to candidate for Outside Director● There is no special interest between Yoichi Mukae and the Company.
● The described number of shares held by Yoichi Mukae includes shares he holds under the Company’s Officer
Stock Holding Association.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1992

8

Number of theCompany’s
shares owned

Joined Fuji Photo Film Co., Ltd. (current FUJIFILM
Holdings Corporation) (retired on March 1996)
Apr. 2006
Associate Professor, Department of Management of
Science & Technology, Graduate School ofManagement of Science & Technology (current
Department of Management of Technology,
Graduate School of Management) of Tokyo
University of Science
Apr. 2017
Associate Professor, Graduate School of Commerceand Management of Hitotsubashi University
June 2019
Associate Professor, Graduate School of Business
Kazumi Nishino
Administration of Hitotsubashi University(June 9, 1968)
Outside Director of Orient Corporation(55 years old)
8,352 shares
Director of the Company*As of March 31,
Dec. 2019
Associate Professor, Graduate School of Business
Reelection
2024
Administration of Hitotsubashi University
OutsideOutside Director of Orient Corporation
Independent
External Board Director of MiRTeL Co., Ltd.
Director of the Company (current position)
Dec. 2021
Associate Professor, Graduate School of Business
Administration of Hitotsubashi University
Outside Director of Orient Corporation (current
position)
Apr. 2022
Professor, Graduate School of Business
Administration of Hitotsubashi University (current
position)
June 2022
External Director of Makino Milling Machine Co.,
Ltd. (current position)
Significant concurrent positions outside the Company
Professor, Graduate School of Business Administration of Hitotsubashi University
Outside Director of Orient Corporation
External Director of Makino Milling Machine Co., Ltd.
Tenure as Outside Director: 5 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 15/16 (93%)
Reason for nomination as candidate for Outside Director and expected role
Kazumi Nishino is a Professor at the Graduate School of Hitotsubashi University, and her fields of study centeron theory of management strategy. She has expert knowledge of and practical study accomplishments in businessmodel analysis, the logics of new business creation and product development management in particular. Basedon this, she has provided useful advice on the management of the Company and appropriate supervision overbusiness execution from objective, professional, and diverse perspectives that are also independent from the
management. We propose her reelection as Outside Director because we believe she will be able to continue
providing useful advice on and appropriate supervision over the management of the Company.
Although she does not have direct experience in corporate management, she is deemed capable of appropriately
performing her duties as Outside Director on the aforementioned grounds.
Other special notes to candidate for Outside Director● There is no special interest between Kazumi Nishino and the Company.
● Kazumi Nishino will retire from the position of External Director of Makino Milling Machine Co., Ltd. in June
2024.
● The described number of shares held by Kazumi Nishino includes shares she holds under the Company’s
Officer Stock Holding Association.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1979
Jul. 2006
June 2011

9

Number of theCompany’s
shares owned

Joined TOKYO ROPE MFG. CO., LTD.
President of Tokyo Rope Vietnam Co., Ltd.
Executive Officer of TOKYO ROPE MFG. CO.,Hiroaki Nakamura
LTD.
(February 4, 1955)
June 2012
Director and Executive Officer of TOKYO ROPE
(69 years old)
MFG. CO., LTD.
—
June 2014
President of TOKYO ROPE MFG. CO., LTD.
New election
June 2018
Director and Vice Chairman of TOKYO ROPE
OutsideMFG. CO., LTD.
Independent
June 2019
Full-time Audit & Supervisory Board Member ofTOKYO ROPE MFG. CO., LTD. (retired on June
2021)
Significant concurrent positions outside the Company
Not applicable
Tenure as Outside Director: —Attendance at the Board of Directors meetings: —Reason for nomination as candidate for Outside Director and expected role
Hiroaki Nakamura has many years of experience in the management of manufacturers, and also has extensive
experience in overseas business, including serving as President of a company overseas. We propose his election
as Outside Director because we believe he will be able to provide useful advice on the management of theCompany and appropriate supervision over business execution from an objective perspective that is also
independent from the management, leveraging his sufficient track record and extensive knowledge as a manager.
Other special notes to candidate for Outside Director● There is no special interest between Hiroaki Nakamura and the Company.

- 15 -

[Reference]: Directors’ Expertise and Experience (Skills Matrix)
If Proposal No. 2 is approved as originally proposed, the Directors’ Skills Matrix will be as follows.

Corporate
management

Businessstrategies/
MarketingNaohisa Miyakawa●●

Minoru Nakatogawa

●

●

Name

Independence

Masahiro Ogino

Technology
Finance/development/
Accounting
IT

Legal affairs/
HR/
HRInternationality
Risk
management development

●
●

●

●

●

●

Hiroyuki Sakai●

Tatsuki Nazuka●

Koichiro Konno●●

Yoichi Mukae★

Kazumi Nishino★

Hiroaki Nakamura

★

●

●

●
●

●

●

●

- 16 -●

Proposal No. 3
Election of Two (2) Audit & Supervisory Board Members
The terms of office of Audit Supervisory Board Members Kazuo Inoue and Masayuki Yamashita will expire at
the conclusion of this Meeting. Therefore, we propose the election of two (2) Audit & Supervisory Board
Members (of which one (1) is an Outside Audit & Supervisory Board Member).
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:(Note) The Company has entered into directors and officers liability insurance with an insurance firm based on the provisions ofArticle 430-3, paragraph 1 of the Companies Act. In case that a shareholder or a third party demands compensation for damage,
the Company will use this insurance to cover the damage, such as compensation for damage, litigation costs and other expenses
that the insured may be liable for (however, excluding damage, etc. resulting from criminal or intentional non-compliant acts).
In the event that each candidate is elected and assumes the office of Audit & Supervisory Board Member, they will become
the insured of this insurance policy. The Company plans to renew the insurance with the same terms and conditions when thetime of renewal comes.

Candidate
No.

Name(Date of birth)

Career summary and position in the Company
Apr. 1980
June 2006
Oct. 2008

1

Number of theCompany’s
shares owned

Joined the Company
Director of Furukawa UNIC Corporation
General Manager, Business Department, Real Estate
Division of the Company
July 2010
Deputy General Manager, Real Estate Division andKazuo Inoue
General Manager, Business Department, Real Estate(September 15,
7,762 shares
Division
1956)*As of March 31,
June 2011
General Manager, Real Estate Division and General(67 years old)Manager, Business Department, Real Estate Division
2024
June 2014
Executive Officer and General Manager, Corporate
Reelection
Planning Department
June 2016
Senior Executive Officer and General Manager,
Corporate Planning Department
June 2017
Audit & Supervisory Board Member (Full-Time)(current position)
Significant concurrent positions outside the Company
Not applicable
Tenure as Audit & Supervisory Board Member: 7 years (at the conclusion of this Meeting)Attendance at the Audit & Supervisory Board meetings: 7/7 (100%)
Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Kazuo Inoue has been working in the Accounting Department for many years since he joined the Company, andhas experience performing the duties of Director of the group company and Executive Officer of the Company.
Accordingly, he has considerable financial and accounting knowledge and extensive general management
experience. Therefore, we propose his reelection as Audit & Supervisory Board Member because we believe that
he is a person who will be able to continue to provide objective and appropriate audits.
Other special notes to candidate for Audit & Supervisory Board Member● There is no special interest between Kazuo Inoue and the Company.
● The described number of shares held by Kazuo Inoue includes shares he holds under the Company’s Officer
Stock Holding Association.

- 17 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 1989

2

Number of theCompany’s
shares owned

Joined FUJI RESEARCH INSTITUTECORPORATION (current Mizuho Research &Technologies, Ltd.) (retired in September 1993)
Oct. 1995
Joined Tohmatsu & Co. (current Deloitte Touche
Ikuyo Yonemura
Tohmatsu LLC) (retired in July 2022)(October 19, 1966)
Apr. 1999
Registered as certified public accountant(57 years old)
Aug. 2022
Established Yonemura Certified Public Accountant—
Office, President (current position)
New election
Dec. 2022
Outside Director who is an Audit and Supervisory
OutsideCommittee Member of Unifa Inc. (current position)
Independent
June 2023
Outside Audit & Supervisory Board Member ofTribeck Inc. (current position)
Sept. 2023
Inspector General of Japan Society for the Promotionof Science (current position)
Significant concurrent positions outside the Company
President of Yonemura Certified Public Accountant OfficeOutside Director who is an Audit and Supervisory Committee Member of Unifa Inc.
Outside Audit & Supervisory Board Member of Tribeck Inc.
Inspector General of Japan Society for the Promotion of Science
Tenure as Audit & Supervisory Board Member: —Attendance at the Audit & Supervisory Board meetings: —Attendance at the Board of Directors meetings: —Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Ikuyo Yonemura has considerable knowledge and extensive experience related to finance and accounting as acertified public accountant, and has a track record as an Outside Director who is an Audit and Supervisory
Committee Member and Outside Audit & Supervisory Board Member at other companies. Therefore, we propose
her election as Outside Audit & Supervisory Board Member because we believe that she will be able to provide
objective and effective audits from a standpoint independent from the Company’s management.
Although she does not have direct experience in corporate management, she is deemed capable of appropriately
performing her duties as Outside Audit & Supervisory Board Member on the aforementioned grounds.
Other special notes to candidate for Outside Audit & Supervisory Board Member● There is no special interest between Ikuyo Yonemura and the Company.
● Ikuyo Yonemura is candidate for an Outside Audit & Supervisory Board Member. She satisfies “therequirements for the independence of Outside Directors / Outside Audit & Supervisory Board Members” asstipulated by the Company. Moreover, she satisfies the requirements for Independent Directors / Auditors asprovided for by the Tokyo Stock Exchange. If the election of Ikuyo Yonemura is approved, the Company will
designate her as an Independent Director with such exchange.
● Ikuyo Yonemura’s name on the family register is “Ikuyo Sugahara.”● The Company has entered into an agreement with Outside Audit & Supervisory Board Members to limit their
liability for damages as specified in Article 423, paragraph 1 of the Companies Act in accordance with theprovision of Article 427, paragraph 1 of the same law. The liability for damages based on the said agreement
shall be limited to the higher of either five (5) million yen or the minimum liability amount prescribed by theapplicable law. If the election of Ikuyo Yonemura, the candidate for Outside Audit & Supervisory Board
Member, is approved, the Company plans to enter into the same agreement with her.

- 18 -

Proposal No. 4

Determination of Remuneration for Granting Restricted Shares to Directors(Excluding Outside Directors)
The maximum amount of remuneration for Directors of the Company was approved to be up to ¥320 million peryear (including up to ¥40 million for Outside Directors; provided, however, that this does not include salary as an
employee for Directors serving concurrently as employees) at the 150th Annual Shareholders’ Meeting held on
June 29, 2017.
Now, as part of revisions to the officer remuneration plan, in order to give Directors of the Company (excluding
Outside Directors; hereinafter, the “Eligible Directors”) the incentives to sustainably enhance the corporate valueof the Company, and to promote the further sharing of value with shareholders, the Company proposes theintroduction of a restricted share remuneration plan (the “Plan”). The Plan will be introduced in place of the shareacquisition-type remuneration that the Company has previously paid as a portion of fixed remuneration for the
Eligible Directors, and the total amount of monetary remuneration claims paid for the granting of restricted sharesto the Eligible Directors will be within the scope of the aforementioned maximum amount of remuneration.
Accordingly, there will be no change to the total maximum amount of remuneration for Directors of the Company.
The remuneration paid for the granting of restricted shares to the Eligible Directors based on this proposal will bemonetary remuneration claims, and the total amount thereof will be no more than ¥50 million per year (provided,
however, that this does not include salary as an employee for Directors serving concurrently as employees), as an
amount considered appropriate based on the aforementioned objective. In addition, the specific timing of payment
and allocation to each Eligible Director will be determined by the Board of Directors, based on the content ofdeliberations by the Nomination & Remuneration Committee, whose main members are independent Outside
Directors.
Furthermore, there are currently nine (9) Directors (including three (3) Outside Directors), and if Proposal No. 2“Election of Nine (9) Directors” is approved as originally proposed, there will continue to be nine (9) Directors(including three (3) Outside Directors).
In addition, pursuant to a resolution by the Board of Directors of the Company, the Eligible Directors shall pay inall of the monetary remuneration claims paid to them in accordance with this proposal as property contributed inkind, and shall receive the Company’s common shares that have been issued or disposed of. The total number of
the Company’s common shares that will be issued or disposed of as a result will be no more than 50,000 shares
per year (provided, however, that if there is a share split (including a gratis allotment of the Company’s commonshares) or consolidation of shares pertaining to the Company’s common shares on or after the day that this
proposal is approved, or other circumstances arise that require an adjustment to the total number of the Company’scommon shares to be issued or disposed of as restricted shares, the total number of such shares shall be adjusted
within a reasonable scope).
Furthermore, the amount to be paid in per share shall be determined by the Board of Directors based on the closing
price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding the date ofeach resolution by the Board of Directors (if there are no trades on that day, the closing price on the most recent
day with trades preceding that day), within a scope such that it is not a particularly advantageous amount for the
Eligible Directors who will receive the Company’s common shares.
In addition, the issuance or disposal of the Company’s common shares based on the above, and the payment ofmonetary remuneration claims as property to be contributed in kind shall be subject to the conclusion of a
restricted share allotment agreement that includes the content below (the “Allotment Agreement”) between the
Company and the Eligible Directors.
The maximum amount of remuneration under this proposal, the total number of the Company’s common shares
to be issued or disposed of, and other conditions of the granting of restricted shares to the Eligible Directors basedon this proposal have been determined taking into consideration the aforementioned objective, the businessconditions of the Company, the responsibilities of the Eligible Directors, and various other circumstances, and theratio of the maximum number of restricted shares to be allotted each fiscal year based on this proposal to the total- 19 -

number of outstanding shares is around 0.13%, meaning that the dilution ratio is very small. Accordingly, theCompany believes that these conditions are appropriate.
The Company has established policies for determining the content of individual remuneration, etc., for Directors,
but subject to the approval of this proposal, the Board of Directors intends to amend these determination policies
to include content related to restricted share remuneration in place of the existing share acquisition-type
remuneration, based on the content of deliberations by the Nomination & Remuneration Committee, whose main
members are independent Outside Directors.
[Overview of the content of the Allotment Agreement](1) Transfer restriction period
The Eligible Directors must not transfer, create security interests on, or otherwise dispose of (the “transfer
restrictions”) the Company’s common shares allotted based on the Allotment Agreement (the “Allotted
Shares”) for a period of 30 years from the date of allotment under the Allotment Agreement (the “transfer
restriction period”).
(2) Treatment at time of retirement
If an Eligible Director retires as a Director of the Company prior to the expiration of a period determined inadvance by the Board of Directors of the Company (the “service period”), the Company shall automaticallyacquire the Allotted Shares without consideration, except where his or her retirement is due to the expirationof his or her term of office, death, or other justifiable reason.
(3) Removal of transfer restrictions
The Company shall remove the transfer restrictions from all of the Allotted Shares upon the expiration of thetransfer restriction period, subject to the Eligible Director having served continuously as a Director of theCompany during the service period. Provided, however, that if an Eligible Director who satisfies this condition
retires during the transfer restriction period owing to the expiration of his or her term of office as a Director of
the Company, death, or other justifiable reason, the transfer restrictions shall be removed immediately after hisor her retirement. In addition, if an Eligible Director retires as a Director of the Company prior to the expirationof the service period owing to the expiration of his or her term of office, death, or other justifiable reason, thenumber of the Allotted Shares from which transfer restrictions will be removed and the timing of the removalof transfer restrictions shall be reasonably adjusted as necessary. The Company shall automatically acquire anyof the Allotted Shares from which transfer restrictions have not been removed immediately after transfer
restrictions are removed in accordance with the aforementioned provisions, without consideration.
(4) Treatment in the event of organizational restructuring, etc.
The provisions of the above item (1) notwithstanding, if, during the transfer restriction period, a merger
agreement with the Company as the disappearing company, a share exchange agreement or share transfer plan
where the Company will become a wholly owned subsidiary, or other matter related to an organizational
restructuring, etc., is approved at a Shareholders’ Meeting of the Company (provided, however, that this shallbe a meeting of the Board of Directors of the Company in cases where approval at a Shareholders’ Meeting of
the Company is not required for the relevant organizational restructuring, etc.), the Company shall, byresolution of the Board of Directors of the Company, remove the transfer restrictions from a number of the
Allotted Shares that has been reasonably determined based on the period from the start date of the transfer
restriction period until the date of approval of the relevant organizational restructuring, etc., ahead of theeffective date of the relevant organizational restructuring, etc. In addition, in the cases set forth above, theCompany shall automatically acquire any of the Allotted Shares from which transfer restrictions have not been
removed immediately after transfer restrictions are removed, without consideration.
(5) Other matters
Other matters related to the Allotment Agreement shall be determined by the Board of Directors of the Company.
- 20 -